The legal basis for exchange control in Thailand is derived from the Exchange Control Act (B.E. 2485) and Ministerial Regulation No. 13 (B.E. 2497) issued under the Exchange Control Act. These laws set out the principles of controls under which Notifications of the Ministry of Finance and Notices of the Competent Officer are issued.

b. Administration

The Bank of Thailand has been entrusted by the Ministry of Finance with the responsibility of administering foreign exchange. The governor of the Bank of Thailand shall appoint the officials of the Bank of Thailand as the Competent Officers under the Exchange Control Act (B.E. 2485).

c. Currency Regulations

Foreign currencies can be transferred or brought into Thailand without limit. Any person receiving foreign currencies from abroad is required to repatriate such funds immediately and sell to an authorized bank or deposit them in a foreign currency account with an authorized bank within 360 days of receipt, except for foreigners temporarily staying in Thailand for not more than three months, foreign embassies, international organizations including their staff with diplomatic privileges and immunities, and Thai emigrants who are permanent residents abroad or working abroad.

Purchase of foreign currency from authorized banks is generally allowed upon submission of documents indicating international trade and investment. Companies in Thailand can engage in derivatives transactions with authorized banks to hedge against foreign exchange risk provided that supporting documents indicating future foreign currency receipts or obligations are submitted.

Thai residents are allowed to maintain foreign currency accounts with authorized banks, and deposit or withdraw funds from such accounts under the following conditions:

Deposit

Foreign currencies originating from abroad (foreign-source) can be deposited into foreign currency accounts without limit. Foreign currencies purchased or borrowed from authorized banks (domestic-source) can be deposited into 2 types of foreign currency accounts:

– Foreign currency accounts with future obligations: deposits can be made in an amount not exceeding future obligations to pay in foreign currencies to entities abroad. Such obligations include loan repayment to authorized banks.

– Foreign currency accounts without future obligations: the total outstanding balance shall not exceed USD 5 million for both a natural person and a juristic person.

– Deposit of foreign currency notes and coins must not exceed USD 10,000 per person per day.

Withdrawal

– For payment to entities abroad of the account holder’s own obligations or its subsidiaries’ obligations.

– For payment to authorized banks of the account holder’s own foreign currency liabilities or its subsidiaries’ foreign currency liabilities.

– For deposit into another foreign currency account of the same account holder.

– For conversion into another foreign currency, prior to depositing into another foreign currency account of the same account holder or for payment to an entity abroad or for payment of liabilities to an authorized bank.

– For conversion into baht.

Thai companies having export proceeds in foreign currency from overseas are allowed to transfer funds from their foreign-source foreign currency accounts to deposit into foreign currency accounts of their counterparties in Thailand for payment of goods or services.

2. Foreign Currency Account of Nonresidents

Nonresidents may maintain foreign currency accounts with authorized banks in Thailand without limit. The accounts can be freely credited with funds originating from abroad. Payments from Thai residents or borrowing from authorized banks can be deposited subject to supporting evidences. Balances on such accounts may be freely withdrawn.

3. Nonresident Baht Account

Nonresidents may open Thai Baht accounts with authorized banks in Thailand as follows:

– Non-resident Baht Account for Securities (NRBS): The account may be debited or credited for the purpose of investment in securities and other financial instruments such as equity instruments, debt instruments, unit trusts, derivatives transactions traded on the Thailand Futures Exchange and the Agricultural Futures Exchange of Thailand.

– Non-resident Baht Account (NRBA): The account may be debited or credited for general purposes (i.e. other than investment in securities) such as trade, services, foreign direct investment, investment in immovable assets, and loans.

– The total daily outstanding balances for each type of account shall not exceed THB 300 million per nonresident. Transfers between different types of accounts are not allowed.

Part 2: TRANSFER MONEY INTO THAILAND

a. Bank transfer fees

If you need to transfer large amounts of money at once, or need bank records of your transfers (like a TT3 for buying property) then transferring money from a foreign bank account may be the best answer. You can move money from a foreign bank account to a Thai one via 3 different methods: wire transfer, cheque, or bank draft.

1 Transfer bank to bank

When transferring funds into a Thai Bank account from abroad via SWIFT, remember to have the below information on hand:

– The account number

– The account name

– The address of the bank branch (if required by the remitting bank abroad)

– Bangkok Bank’s SWIFT

Depending on the amount and the banks involved the transfer could cost anywhere from a minimum of THB 200 to THB 2,400 for very large transfers, and it may take several days. If the amount involved is greater than USD 50,000, the Thai bank will require the recipient to complete a Foreign Exchange Transaction Form when the funds arrive. There are fees taken from both the receiving and sending banks.

2 Cheque

Some Thai banks will accept foreign cheque, so though you can send a cheque to cash in a Thai account, you need to be sure that the receiving bank will take the cheque. Processing cheque can take between 4-6 weeks and accrue charges up to 2,000 THB.

Bank drafts can be prepared by your home bank and sent to a Thai bank account. The processing takes only 3-7 days and fees for any amount tend not to exceed 1200 THB. An international money order, which is different only in that the certificate is pre-paid, can also be used but again may not be accepted by all banks.

3 Wire transfer services

Western Union, MoneyGram and transfer wise are three wire transfer services that are extremely quick, handling transfers from abroad to Thailand in a matter of minutes.

Western Union is the fastest way to send money but is the most expensive way with even 20% on small amounts. MoneyGram works just like Western Union but you get a better exchange rate with MoneyGram and lower fees, compared to Western Union. Transfer wise remain cheaper than the two others mentioned above.

b. Currency conversion charge

Additionally, your bank will make more money by adding a margin on the exchange rate.

The exchange rate is the rate at which banks and brokers buy and sell money to each other. Private individuals and small-to-medium-sized businesses cannot access these rates. Remember exchange rates often change by the minute, so to compare providers properly you need to do it one after the other.

The rate you are offered will be dependent upon a number of factors including:

– The amount of money you are transferring

– The time-frames you are working to (i.e. whether you are looking to lock into an exchange rate for up to 12 months)

– The currencies you are buying and selling and the volatility of those currencies

– The exchange rate levels at the time of purchase

c. Transfer fund in order to purchase a condominium

As mentioned in our previous Newsletter: Buying a condominium in Thailand, there are no restrictions on nationality and every foreigner (there are no visa-class requirements) can buy and own a condo unit within the foreign ownership quota of the condominium but only two conditions to acquire 100% :

1) The ratio of foreign ownership must not exceed 49% of the total floor area of all units combined. The law looks at the whole condominium building or condominium project.

2) Additionally, the foreign individual or foreign company who wishes to acquire 100% must personally qualify for ownership under section 19 of the Condominium Act.

Usually this means that the purchase price for the condo must have been transferred into Thailand as foreign currency and exchanged into Thai baht by a licensed financial institution inside Thailand.

Under the 1991 Condominium Act, non-residents who purchase condominium units must transfer the funds to pay for the unit from overseas, with the money entering Thailand as foreign currency. Purchasers need to obtain a “Foreign Exchange Transaction Form” certificate for each payment from the beneficiary bank, and all these certificates must be shown to the Land Department in order to register the condominium.

For foreigners to be eligible to purchase a condominium unit in Thailand, they must present proof to the Department of Lands that the funds have been remitted from overseas in foreign currency. Without such proof, the Department of Lands will not register the transfer of ownership to the foreign buyer.

In this process, 4 conditions must be respected:

1. Remittance must be sent in exactly (to the letter) the same name as appearing on the purchase contract. If the buyers are two individuals, then two names should appear on the contract and two separate remittances should be made by such two persons, in equal amounts

2. Transfer of funds must be made in foreign currency only and not in Thai baht

3. The purpose of the remittance must be stated on the remittance advice. This should be: For the purchase of buying a condominium, unit…… In tower……. In the project”

4. Money transfer :There are 2 options to transfer money to the developer as describe bellow:

– Transfer the funds into la local bank account of the buyer in Thailand in the prescribed format as outlined above, and execute a domestic transfer of this amount onwards to the Developer. In this case, the buyer must request the local bank of the buyer to issue the Foreign Exchange Transaction Form. The amounts transferred should be at or greater than USD 50.000 in order to automatically qualify for a Foreign Exchange Form. The buyer must request this document directly to a Thai Bank. If the amount is less than USD 50.000, the buyer must send a letter to the bank who will in turn send you a letter confirming the purpose of the remittance is for purchasing a condominium unit. Please note that without providing either the foreign Exchange Transaction Form or the letter from the bank, the lands Department will not register the transfer of the condominium unit into your name.

– Transfer the funds directly to the developer’s bank account in the prescribed format, and the Developer will arrange for the foreign exchange transaction form to be issued by the Developer’s Bank.

Part III: PROPERTYTRANSFER TAX

Taxation is another factor that needs to be taken into account when making your purchase. Those considering investing in property in Thailand are often unaware of the taxes that may arise when buying and selling property.

a. Transfer Fee

The transfer Fee applies to purchases of freehold properties. It is equivalent to 2% of the official appraised value of the property. Whether the buyer or the seller pays the Transfer fee depends on the terms agreed to both parties in the sale and purchase agreement. At the date of the ownership transfer, the transfer fee is paid to the District Land Office where the property is located.

b. Specific Business Tax (SBT)

SBT is payable by companies and individuals who wish to sell a property that has been held for less than a period of 5 years. The tax rate is calculated at 3.3% (including municipal tax) of either the sale price or the official appraised value of the property.

c. Stamp duty

Stamp duty is imposed at varying rates on certain legal instruments Stamps duty only applicable in cases where SBT is not applied. Stamp duty does not have to be paid if specific business tax is applicable. The stamp duty in Thailand for the transaction is 0, 5% of the sale price of the property.

d. Withholding tax (WHT)

Where the seller is a company, the WHT is calculated at 1% of either the Land Department’s official appraised value or the contracted sale price (whichever is greater).

If the seller is a company withholding tax is fixed at 1% over the registered sale value or appraised value (whichever is higher). If the seller is a private person withholding tax is calculated at a progressive rate based on the appraised value of the property.

An individual who earns income from selling a property, which includes condominium units, is subject to WHT under the Revenue Code of Thailand. The WHT is calculated at progressive rate based on the official appraised value of the property.

f. The specific business tax

The specific business tax does not need to be paid if the seller is a person and not a company under the following conditions:

– The property is being transferred (gifted) to a church, temple or mosque;

– The property is transferred (gifted) to a government agency;

– The property is transferred to a legitimate child not an adopted child;

– The property is transferred to a legal heir or heir in a will in an estate;

– The seller has had the property for more than 5 years and it was the seller’s principle place of residence and the sellers name is in the house papers for at least 1 year before the sale.

Transfer fees

rate= 2%

the buyer’s duty or shared

Specific Business Tax

rate= 3.3 %

the seller’s duty

Stamp duty

rate= 0,5%*

the seller’s duty

Withholding tax (income)

rate= 1% or progressive rate

the seller’ duty (as this relate to the seller’s personal or corporate income tax)

1. Thai Limited Company
Thai limited companies are generally simple in terms of setup. The characteristics and requirements include:

a. Shareholding: A minimum of 51% Thai and 49% foreign. However, if land is to be acquired within the Thai Limited Company, it may have to be proven that all shareholders have contributed to such shareholding in the company at the relevant land department. For this reason, it is suggested that the majority of Thai shareholding be increased and may be changed at a later stage.
b. Capital: No minimum requirement
c. Shareholders: a minimum requirement of three (3) shareholders must be in place.

2. Foreign Business
A foreign business is usually setup by an individual or a group who chooses to setup their company with majority foreign shareholders instead of Thai. The setting up is a little more complex as there are certain activities that are prohibited by law. Business activities are compiled into three: 1) prohibited activities, 2) activities that are not ready to be competed with Thai economy, and 3) business activities that are not contained in list 1 and list 2, however, can be applied for.

Foreign Business License
The application process for a foreign business license usually takes 60 days upon submission for a decision. The advantage is that, if the application is denied, the application can be revised and resubmitted. The minimum capital for a foreign business license is Three Million Baht. However, this does not have to be repatriated into the country all at once.

Branch Office
A branch office is setup as a branch of a main head office overseas. The branch office is permitted to trade that derives income. If you wish to setup a branch office, you must apply for Foreign Business License under category which best fits your business activities. List Two and List Three activities which are listed in the Foreign Business Act, as List One is strictly prohibited for foreigners to engage in such business in Thailand. The minimum capital for a branch office is also Three Million Baht. Taxes and balance sheets must also be submitted every fiscal year.

Representative Office
A representative office differs from the branch office. Representative office is not permitted to buy or sell products or services although the remaining characteristics of the branch office still apply. This kind of office is usually setup for research of various products and services or the market of a particular industry to be reported to the head office located overseas.

Regional Office
A regional office is usually setup for purposes of managing any other branch or representative office that is located overseas in a particular areas or region. The same characteristics such as those of a representative or a branch office still apply however, a similarity to the representative office in that the regional office is not permitted to trade. Given above, it is best to outline your needs to the business activities you wish to engage in and consult a lawyer to see what best fits you. Contact us today for a free basic consultation!

On 29th of January one of our Juslaws & Consult Lawyers attended with a Japanese accountant the “ThailandJapan Young Entrepreneurs Networking” hosted by the Board of Trade of Thailand at Sukosol Hotel in Bangkok.

The Seminar was hosted by selected speakers such as Mr. Isara Vongkusolkit, Chairman of The Thai Chamber of Commerce and Board of Trade of Thailand, Dr. Suvit Maesincee, Deputy Minister of Commerce of Thailand and the Chairman of Japan External Trade Organization (JETRO). It was a great occasion to meet personally dozens of Kyoto based companies looking to do business with Thailand. We had the chance to exchange opinions and know more on precision laser welding, elevator and heavy machinery Japanese companies. During 2013, 2014 and 2015 Japan has been the 1 st largest investor in Thailand and during 2015, with 426 Board of Investment BOI applications were approved.

Part 1: Petroleum Concessions in Thailand

Part 2: GTCC Membership

Part 3: Boi Seminar

Part 4:Thailand Japan Young Entrepreneurs Networking

Part 5: PPP and Civil Construction Projects in Thailand

Part 6: 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report

Company Formation

Company Formation in Thailand
Are you looking to invest but do not know where to begin? There are different kinds of business setups tailored to your needs, such us:

1. Thai Limited Company
Thai limited companies are generally simple in terms of setup. The characteristics and requirements include:

a. Shareholding: A minimum of 51% Thai and 49% foreign. However, if land is to be acquired within the Thai Limited Company, it may have to be proven that all shareholders have contributed to such shareholding in the company at the relevant land department. For this reason, it is suggested that the majority of Thai shareholding be increased and may be changed at a later stage.
b. Capital: No minimum requirement
c. Shareholders: a minimum requirement of three (3) shareholders must be in place.

2. Foreign Business
A foreign business is usually setup by an individual or a group who chooses to setup their company with majority foreign shareholders instead of Thai. The setting up is a little more complex as there are certain activities that are prohibited by law. Business activities are compiled into three: 1) prohibited activities, 2) activities that are not ready to be competed with Thai economy, and 3) business activities that are not contained in list 1 and list 2, however, can be applied for.

Foreign Business License
The application process for a foreign business license usually takes 60 days upon submission for a decision. The advantage is that, if the application is denied, the application can be revised and resubmitted. The minimum capital for a foreign business license is Three Million Baht. However, this does not have to be repatriated into the country all at once.

Branch Office
A branch office is setup as a branch of a main head office overseas. The branch office is permitted to trade that derives income. If you wish to setup a branch office, you must apply for Foreign Business License under category which best fits your business activities. List Two and List Three activities which are listed in the Foreign Business Act, as List One is strictly prohibited for foreigners to engage in such business in Thailand. The minimum capital for a branch office is also Three Million Baht. Taxes and balance sheets must also be submitted every fiscal year.

Representative Office
A representative office differs from the branch office. Representative office is not permitted to buy or sell products or services although the remaining characteristics of the branch office still apply. This kind of office is usually setup for research of various products and services or the market of a particular industry to be reported to the head office located overseas.

Regional Office
A regional office is usually setup for purposes of managing any other branch or representative office that is located overseas in a particular areas or region. The same characteristics such as those of a representative or a branch office still apply however, a similarity to the representative office in that the regional office is not permitted to trade. Given above, it is best to outline your needs to the business activities you wish to engage in and consult a lawyer to see what best fits you. Contact us today for a free basic consultation!